Common use of Acquirer Indemnification Clause in Contracts

Acquirer Indemnification. Acquirer shall be liable to and shall indemnify and hold Planet Payment, and its employees, representatives, successors and permitted assigns harmless from and against any and all legal liability to a third party, and out of pocket costs and expense (including litigation expenses and reasonable legal fees) to which Planet Payment, and its employees, representatives, successors and permitted assigns are subjected, or which it incurs in connection with any claims, which arise from or out of or as a result of (i) Acquirer’s breach of this Agreement, including any breach by any of its Affiliates; (ii) the performance by Acquirer or by its Affiliates of any their duties and obligations under this Agreement; or (iii) the negligence or willful misconduct of Acquirer or its Affiliates in the performance of their duties and obligations under this Agreement. Acquirer’s obligations to Planet Payment under this sub-Section shall be reduced only to the extent such legal liability to a third party, and out of pocket costs and expense arise from or out of or as a result of the acts or omissions of Planet Payment or an Affiliate of Planet Payment. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Acquirer be responsible for the act, omission, performance, or non-performance of HSBC or of any member with whom Acquirer may be working in connection with the Program. HSBC (or such other member) shall not be considered an Affiliate or subcontractor of Acquirer.

Acquirer Indemnification. Acquirer shall be liable to and shall indemnify and hold Planet Payment, and its employees, representatives, successors and permitted assigns harmless from and against any and all legal liability to a third party, and out of pocket costs and expense (including litigation expenses and reasonable legal fees) to which Planet Payment, and its employees, representatives, successors and permitted assigns are subjected, or which it incurs in connection with any claims, which arise from or out of or as a result of (i) Acquirer’s breach of this Agreement, including any breach by any of its Affiliates; (ii) the performance by Acquirer or by its Affiliates of any of their duties and obligations under this Agreement; or (iii) the negligence or willful misconduct of Acquirer or its Affiliates in the performance of their duties and obligations under this Agreement. Acquirer’s obligations to Planet Payment under this sub-Section shall be reduced only to the extent such legal liability to a third party, and out of pocket costs and expense arise from or out of or as a result of the acts or omissions of Planet Payment or an Affiliate of Planet Payment. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Acquirer be responsible for the act, omission, performance, or non-performance of HSBC or of any member Sponsor with whom Acquirer may be working in connection with the Program. HSBC (or such other member) No Sponsor shall not be considered an Affiliate or subcontractor of Acquirer.